Non-Disclosure Agreement - Mutual (Alaska)

Mutual Non-Disclosure Agreement — Alaska

This Mutual Non-Disclosure Agreement (the Agreement) is effective [__/__/____] between [PARTY A LEGAL NAME], a [ENTITY TYPE AND STATE OF FORMATION], of [ADDRESS] (Party A), and [PARTY B LEGAL NAME], a [ENTITY TYPE AND STATE OF FORMATION], of [ADDRESS] (Party B). Each may disclose information to the other. The party disclosing information is the Disclosing Party; the party receiving it is the Receiving Party.

The parties intend to evaluate or perform [DESCRIBE PROJECT OR TRANSACTION] (the Purpose). In exchange for their mutual promises and possible disclosures, they agree as follows.

1. Protected information

Confidential Information is nonpublic information disclosed for the Purpose in writing, orally, visually, electronically, or in another form that is marked confidential or that a reasonable recipient would understand to be confidential from its nature or context. It includes business, financial, technical, customer, and product information and any copy, extract, or analysis that reveals such information.

A Trade Secret is only information that qualifies under AS 45.50.940(3): it has independent economic value from not being generally known or readily ascertainable by proper means to persons who can obtain value from its disclosure or use, and it is subject to reasonable efforts to keep it secret. Labeling information confidential under this Agreement does not by itself make it a statutory Trade Secret.

Confidential Information excludes information the Receiving Party can show: (a) was public without its breach; (b) was lawfully known to it without a duty of confidence before disclosure; (c) was received lawfully from another source without a duty of confidence; (d) was independently developed without using the Disclosing Party's information; or (e) was approved for release in writing by the Disclosing Party.

2. Use and protection

The Receiving Party will use Confidential Information only for the Purpose. It will protect the information with reasonable care and at least the care it uses for its own comparable information. It may disclose the information only to its personnel and professional advisers who need it for the Purpose and are bound to protect it by a duty or agreement no less protective than this Agreement. The Receiving Party is responsible for their conduct under this Agreement.

No ownership or license in the Disclosing Party's intellectual property passes by disclosure. Neither party is required to disclose particular information or complete the proposed transaction.

If disclosure is required by law, court order, or lawful process, the Receiving Party may disclose only what is required. To the extent lawful and reasonably possible, it will give the Disclosing Party prompt notice and reasonable cooperation to seek protection. Nothing here requires a party to violate a legal obligation.

The Receiving Party will promptly notify the Disclosing Party when it learns of an unauthorized use or disclosure and reasonably cooperate to limit further harm.

3. Return, duration, and survival

On written request or when the Purpose ends, the Receiving Party will return or destroy Confidential Information within [____] days, at the Disclosing Party's choice, and confirm completion in writing if requested. It may retain copies required by law and routine backup copies that cannot reasonably be removed, subject to the continuing protections of this Agreement and without any right to use them for a new purpose.

The parties may exchange information under this Agreement until [__/__/____], unless they extend or end that period in writing. Duties for non-Trade-Secret Confidential Information continue for [____] years after the last disclosure. Duties for information that qualifies as a Trade Secret continue while it retains that status under applicable law. Ending the exchange period does not shorten an accrued protection duty.

4. Breach and remedies

A party may seek remedies available for breach of this Agreement. If the facts establish actual or threatened misappropriation of a Trade Secret, a party may ask a court for an injunction under AS 45.50.910(a); the court decides whether relief is warranted and on what terms. This Agreement does not guarantee an injunction, dispense with proof, or determine a court's security requirement. Contract claims remain separate from statutory misappropriation claims to the extent provided by AS 45.50.930(b)(1).

5. General terms

Alaska law governs this Agreement. Any court action concerning it may be brought in a court with jurisdiction in [ALASKA JUDICIAL DISTRICT], subject to applicable jurisdiction and venue rules. Each party will send notices to the address above or to an updated address given in writing; email notice may be sent to Party A at [EMAIL] and Party B at [EMAIL] when receipt is acknowledged by the recipient.

This Agreement is the entire agreement about these disclosures. A change or waiver must be in writing and signed by both parties. If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. Neither party may assign this Agreement without the other's written consent, except to a successor to substantially all of its relevant business that accepts these duties in writing. This Agreement may be signed in counterparts.

Signatures